What are the costs associated with running an SPV on AngelList?

The cost of an AngelList SPV includes a setup fee of $8k ($4k for follow-on / sidecars) plus the cost of add-ons. SPVs also incur state and provincial regulatory fees. AngelList caps SPV setup and regulatory fees at 10% of total SPV size, which helps keep costs manageable for smaller SPVs. 

SPV setup fees

  • Fixed cost for a given SPV
  • Paid to AngelList to cover legal and back-office operations for the lifetime of your SPV.

State regulatory fees

  • State and provincial regulatory filings are required by securities regulators in the US and Canada. In the U.S., state regulatory fees are known as blue sky filing costs. States and provinces may increase their regulatory fees year-to-year.  
  • These regulatory fees vary based on the geographic makeup of LPs in the SPV. The total median fee is around $1,200, though fees can range up to around $10k
  • Not paid to AngelList. AngelList collects these fees and pays them to the state security regulators to cover the cost of the required notice filings.

To learn more about how state regulatory fees are incurred, read our Help Center article.

To keep costs manageable for SPVs, AngelList caps SPV setup and regulatory fees at 10%. If the SPV setup fees and state regulatory fees are above 10% of the capital raised, AngelList will cover the excess.

Add-ons (Effective Nov 1, 2022)

SPVs created on or after Nov 1, 2022 are subject to add-on pricing.

  • Depending on your SPV’s needs, add-ons may also apply. Add-ons include:
    • International Investments: $1,000
    • Self-advised SPVs: $1,000
    • Non-standard investments (e.g. investment into Fund of Funds): $2,000
    • Crypto investment (e.g. token warrants, SAFTs): $2,000
    • Blocker setup: $6,000
    • 3(c)(7) parallel fund: $12,000
    • Financial statements: $10,000
  • Paid to AngelList to cover the cost of these complex requirements.

Add-on fees are not included in the 10% cap.

 

AngelList Platform LP admin fee (Effective Nov 1, 2022)

SPVs created on or after Nov 1, 2022 and raise capital from AngelList Platform LPs are subject to an AngelList Platform LP admin fee.

If you raise from AngelList Platform LPs, they will be grouped into a separately managed vehicle to invest alongside your LPs. The AngelList Platform LP vehicle will have an additional admin fee between 0% and 7% (charged over 6 years), depending on the amount raised. 

You will receive the full amount of carry on AngelList Platform LPs. This means that if you are charging 20% carry on the SPV, you’ll also be able to charge 20% carry on AngelList Platform LPs.

For AngelList Platform LPs, setup, state regulatory, and AngelList Platform LP admin fees are collectively capped at 10%. As a reminder, add-on fees for complex SPVs are excluded from the 10% cap.

Note: Although AngelList Platform LPs are grouped into a separate vehicle, the investment behaves like it normally would—we will only send one wire and have one set of documents.

 

How are follow-on and sidecar SPVs determined?

We consider an SPV a follow-on if your syndicate has previously run an SPV into the same company. 

We consider an SPV a sidecar if you are making an investment into the company alongside a fund that you run on AngelList. The fund must have invested at least $10k into the company in order for the SPV to be eligible for sidecar pricing.

In both follow-on and sidecar scenarios, setup fees for the SPVs are discounted to $4k.

 

Examples

Let’s assume that you are running an SPV to make an international investment, and the SPV raises $100,000 from your LPs.

  • SPV Setup Fee: $8,000
  • State Regulatory Fees: $1,200
  • Total Incurred Setup and Regulatory Fees: $9,200
  • Total Actual Setup and Regulatory : $9,200 (SPV setup and regulatory fees are less than 10%, so no discount is applied)
  • Total Add-ons (international investment): $1,000 (not included under the 10% cap)
  • Final investable amount: $89,800

 

Now, let’s assume that regulatory fees for the SPV were $4,000 instead of $1,200:

  • AngelList Fee: $8,000
  • State Regulatory Fees: $4,000
  • Total Incurred Setup and Regulatory: $10,000
  • Total Actual Setup and Regulatory: $12,000 (AngelList covers the extra $2k charge beyond the 10% fee cap based on $100,000 raised)
  • Total Add-ons (international investment): $1,000 (not included under the 10% cap)
  • Final investable amount: $89,000

 

Now, let’s assume that regulatory fees are $4,000 and you raise $100,000 from your LPs and $100,000 from AngelList Platform LPs. 

  • AngelList Fee: $8,000
  • State Regulatory Fees: $4,000
  • Total Incurred Setup and Regulatory: $12,000
  • Total Actual Setup and Regulatory: $12,000
  • AngelList Platform LP admin fee (not applied to your LPs): $7,000
  • Total Add-ons (international investment): $1,000 (not included under the 10% cap)
  • Final investable amount: $180,000


For more on SPV fees, check out our Pricing Calculator.

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